17/03/2014 - The shareholders of Sensys Traffic AB (publ) are hereby convened to the Annual General Meeting of Shareholders to be held at 3pm on Thursday, 24 April 2014 at Elite Stora Hotellet, Hotellplan, Jönköping, Sweden.
Right to attend
Shareholders who wish to attend the Annual General Meeting must be recorded in the share register maintained by Euroclear Sweden AB as per Wednesday, 16 April 2014, and to have informed the Company of their intention to attend the Meeting by 12 noon on Wednesday, 16 April 2014 at the latest.
Shareholders who have registered their shares with a trustee must ensure that their shareholding be temporarily registered in the share register maintained by Euroclear Sweden AB in order to have the right to attend the Meeting. Such registration must be made by Wednesday, 16 April 2014 at the latest, which in turn implies that shareholders must inform their trustee in good time prior to this date.
Notice of intention to attend
Notification of intention to attend the Annual General Meeting must be made in writing to Sensys Traffic AB, Box 2174, 550 02 Jönköping, Sweden or by telephone at +46 (0)36 34 29 80 or by fax at +46 (0)36 12 56 99 or via e-mail to firstname.lastname@example.org. Upon giving notice of intention to attend the Meeting, shareholders must state their name, personal ID or corporate registration number, daytime telephone number, the number of shares held and, when applicable, the number of assistants (maximum two) that are expected to also attend the Meeting. Should a shareholder wish to be represented at the Meeting by proxy, a power of attorney and other legitimacy papers should be attached to the notification. Proxy forms are available at the Company's website at www.sensys.se.
1. Opening of the Meeting
2. Election of chairperson of the Meeting
3. Establishment and approval of a voting list
4. Approval of the agenda of the Meeting
5. Election of a person to verify the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of the annual report and accounts and the audit report
8. Report of the chief executive officer
9. Resolution regarding the adoption of the income statement and balance sheet
10. Resolution regarding the dispositions to be made of the Company's profit or loss as per the adopted balance sheet
11. Resolution regarding the discharge from liability of the board of directors and chief executive officer
12. Determination of the number of board members and deputies, and the number of auditors and deputy auditors
13. Determination of the fees to be paid to members of the board and to the auditors
14. Election of board members and the chairman of the board
15. Election of auditors
16. Proposal of the board of directors regarding guidelines for remuneration to senior executives
17. Resolution regarding the composition of the nominating committee
18. Closing of the meeting.
Dividend (Item 10)
The board of directors has proposed that no dividend be paid.
Board of Directors (items 2, 12-15)
The Nominating Committee appointed by last year's Annual General Meeting of Shareholders, composed of Andre Vatsgar, Lars-Gunnar Berntsson, Jan Johansson and Anders Bergstrand, has submitted the following proposals with regard to items 2 and 12-15:
Chairman of the Meeting: Peter Svensson.
Board Members: Re-election of Gunnar Jardelöw, Torbjörn Sandberg, Ingemar Skogö and Claes Ödman, and election of Karin Ahl and Helena Nordman-Knutsson.
Chairman of the Board: New election of Gunnar Jardelöw.
Fees to Board Members: A total of SEK 650 000, of which SEK 150,000 to the Chairman of the Board and SEK 100,000 to each of the other Board Members. Further to agreement with Sensys Traffic, fees to Board Members may be invoiced through a company, whereby the invoiced fee shall be adjusted so that cost-neutrality be attained for Sensys Traffic.
Auditors: Re-election of the registered auditing firm Öhrlings PricewaterhouseCoopers AB with authorised public accountant Martin Odqvist as principal auditor.
Audit fee: As per approved invoicing within the framework of the overall price quotation.
Further information regarding the proposed Board Members is available via the Company's website at www.sensys.se.
Proposal of the board of directors regarding guidelines for remuneration to senior executives (Item 16)
The proposal of the board of directors, which contains guidelines concerning salary, pension and other employment conditions for senior executives, is set out in the Administration Report in the Company's annual report and accounts.
Nominating Committee (item 17)
The Nomination Committee has submitted a proposal regarding the appointment of the Nomination Committee, as well the tasks of the Nomination Committee. The proposal is available on the Company's website at www.sensys.se.
The annual report and accounts and the audit report, pursuant to Chapter 8, section 54 of the Swedish Companies Act, as well as other underlying documentation will be available at the Company's offices and on its website at www.sensystraffic.se at least three weeks before the Annual General Meeting, and will be sent to those shareholders who so request and who provide their postal address.
Shareholders are reminded of their right to request further information pursuant to Chapter 7, section 32 of the Swedish Companies Act.
The share capital of Sensys Traffic AB is divided into a total of 541,234,314 shares, giving right to an equal number of votes.
Jönköping, March 2014
The Board of Directors of Sensys Traffic AB (publ)
Sensys Traffic is obliged to publish the information contained in this press release pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. Such information was submitted for publication at 1.00pm on 17 March 2014.
For more information:
CEO Johan Frilund
Mobile: +46 (0)73-274 28 23
Sensys Traffic AB develops and markets various systems for traffic informatics and traffic safety. The products are primarily used for speed and red-light enforcement. The Sensys share is listed on NASDAQ OMX Stockholm. Further information is available at www.sensys.se.